DEF 14A

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SCHEDULE 14A

(Rule

14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☑

Filed by a Party other than the Registrant

☐

Check the appropriate box:


☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to 240.14a-12

HCI GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply)



☑		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Notice of 2026 Annual Meeting

and Proxy Statement

LOGO

April 29, 2026

Dear Fellow Shareholders:

Please join us for the HCI Group, Inc. Annual Meeting of Shareholders on Wednesday, June 10, 2026, at 3:00 p.m. (Eastern time). Doors open at 2:30 p.m. We will host our meeting at HCI’s headquarters located east of downtown Tampa, at 3802 Coconut Palm Drive, Tampa, Florida 33619.

2025 was a very exciting year for HCI. We delivered record operating results and return on equity, as we continued to combine efficient underwriting and appropriate full-cycle pricing with technological innovation. Thanks to a timely assumption of policies in the fourth quarter from Citizens Property Insurance Corp., we ended 2025 with almost $1.4 billion of premiums in force. Lastly, and most importantly, the Company successfully took the Exzeo Group, Inc. (Exzeo) public via initial public offering, while still retaining an 82.5% ownership stake.

In 2012, we created Exzeo, our “Insurance-as-a-Service” platform, with the understanding that integrating technology and analytics into all aspects of the insurance underwriting life cycle would set us apart from our competition, both in near-term performance and longer-term sustainability. What started as internally developed software has grown into a multi-billion-dollar asset for HCI and our shareholders. Our industry is evolving minute-by-minute as AI reshapes property and casualty underwriting. Thanks to Exzeo, we are leading this process by assisting companies to modernize, become more efficient, and future-proof their businesses. Looking forward, HCI is well-positioned to continue to drive profitable growth while prudently managing our balance sheet and risk-sharing arrangements, and, as a result, generate on-going value for both our shareholders and policyholders.

Our proposals this year include:

•

To elect one Class B Director and three Class C Directors,

•

To ratify the appointment of external auditors, and

•

To approve, on an advisory basis, the compensation of the named executive officers.

Please read the accompanying Proxy Statement and follow the voting instructions it contains so your votes will be counted.

On behalf of the Board of Directors of HCI, I thank you for your investment in HCI.

Sincerely,

LOGO

Paresh Patel

Chairman of the Board

Chief Executive Officer

3802 Coconut Palm Drive

Tampa, Florida 33619

LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Wednesday, June 10, 2026

3 p.m. Eastern time

HCI Corporate Headquarters

3802 Coconut Palm Drive

Tampa, Florida 33619

The Annual Meeting of Shareholders of HCI Group, Inc. will be held at 3 p.m. Eastern time on Wednesday, June 10, 2026 at HCI Corporate Headquarters, 1^st Floor Auditorium, located at 3802 Coconut Palm Drive, Tampa, Florida 33619. Shareholders will be admitted beginning at 2:30 p.m. The principal purposes of the Annual Meeting will be to cover the following items of business:

To elect one Class B director and three Class C directors

To ratify the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2026

To approve, on an advisory basis, the compensation of our named executive officers

To transact such other business that may properly come before the meeting or any adjournments or postponements thereof

You may vote if you were a shareholder of record as of April 13, 2026.

Our 2025 Annual Report to Shareholders accompanies this Proxy Statement.

It is important that your shares be represented at the Annual Meeting and voted in accordance with your instructions. Please indicate your instructions by promptly signing and dating the enclosed proxy card and mailing it in the enclosed postage-paid, pre-addressed envelope, or by following the instructions on the proxy card for telephone or internet voting.

By Order of the Board of Directors,

LOGO

Andrew L. Graham

Secretary and General Counsel

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1

Information About the Annual Meeting			1

Items of Business			1

How to Vote			1

Annual Meeting Rules of Conduct			2

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS			2

FINANCIAL HIGHLIGHTS			3

SHAREHOLDER ENGAGEMENT			4

GOVERNANCE HIGHLIGHTS			6

MATTER NO. 1: ELECTION OF DIRECTORS			7

Resolution and Recommendation

Board of Directors			8

Board Committee Memberships			8

Director Tenure			8

Board Selection Process			9

Qualifications of Board Members			9

Diversity, Skills and Experience of Directors			10

Independent Directors			10

Director Election Results			10

Biographies of Directors Standing for Election			11

Biographies of Directors Continuing in Office			15

Director Compensation			19

Principal Shareholders			19

MATTER NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			21

Resolution and Recommendation

Auditing Fees			21

Pre-Approval Policies			22

Report of the Audit Committee			22

MATTER NO. 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			23

Resolution and Recommendation

Report of the Compensation Committee			24

Compensation Discussion and Analysis			24

Compensation Highlights			24

Principal Objectives and Approach			24

Elements of Executive Compensation			25

Benchmarking for 2025 CEO Compensation Decisions			25

Role of the Board of Directors, Management and Consultants in Compensation Decisions			28


2025 Company Performance			28

Executive Officers of the Company			29

2025 Executive Pay Decisions			30

Accounting and Tax Considerations			31

Potential Payments Upon Termination or Change-in-Control			31

Clawback Policy			32

Pension or Other Retirement Plan and Deferred Compensation Plans			32

Summary Compensation Table			33

Grants of Plan-Based Awards for 2025			34

Outstanding Equity Awards at December 31, 2025			35

Option Exercises and Stock Vested in 2025			36

Compensation Policies Related to Risk Management			36

Employment Agreements			36

CEO Pay Ratio			37

Pay versus Performance			38

CORPORATE GOVERNANCE			44

Board of Directors			44

Board of Directors Leadership Structure			44

Board Meetings			45

Committees of the Board of Directors			45

Oversight of Environmental and Social Matters			48

Access to Independent Advisors			50

Director Attendance at Annual Meeting of Shareholders			50

Board of Directors Role in Risk Oversight			50

Communicating with the Board of Directors			51

Board Observer Program			51

Director Education			51

Annual Evaluations			51

Director Share Ownership Policy			52

CEO Share Ownership Policy			52

Transactions with Related Persons			52

Adverse Interests			53

Anti-Hedging Policy			53

Code of Ethics			53

Insider Trading Policy			53

Corporate Governance Guidelines			53

Delinquent Section 16(a) Reports			54

Shareholder Proposals for Presentation at Next Year’s Annual Meeting			54

ABOUT THE ANNUAL MEETING			55

FORWARD-LOOKING STATEMENTS			59

PROXY STATEMENT SUMMARY

This summary highlights information that can be found elsewhere in this Proxy Statement. It does not contain all the information that you should consider. You should read the entire Proxy Statement before voting.

Information About the Annual Meeting



Annual Meeting of Shareholders

Time/Date		3 p.m. Eastern time on Wednesday, June 10, 2026

Place		HCI Corporate Headquarters, 3802 Coconut Palm Drive, Tampa, Florida 33619

Record Date		April 13, 2026

Mailing Date		We began mailing this Proxy Statement on or about May 1, 2026

Items of Business



Item	The Board’s Recommendation	Page

1) To elect one Class B director and three Class C directors	Vote FOR All	7

2) To ratify the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2026	Vote FOR	21

3) To approve, on an advisory basis, the compensation of our named executive officers	Vote FOR	23

We do not anticipate that any other business matters will be brought before the meeting for a vote. However, if any other matters are presented, it is the intention of the persons named in the proxy card accompanying this Proxy Statement to vote the proxy as recommended by the Board of Directors or, if no recommendation is given, in their own discretion using their best judgment.

How to Vote

Call the phone number listed on your proxy card or HCI’s proxy advisor, Alliance Advisors LLC, at 844-202-6069 (toll free in the United States).


HCI Group, Inc. 2026 Proxy Statement		1

PROXY STATEMENT SUMMARY

Annual Meeting Rules of Conduct

To ensure fair, orderly and constructive meetings, the Board of Directors has adopted rules of conduct for shareholder meetings, including that only shareholders of record as of the record date or their duly authorized representatives are entitled to vote or address the meeting; no one may address the meeting unless called upon by the presiding officer of the meeting; and the use of cameras, audio or video recording equipment, communications devices or similar equipment is prohibited. Individuals who violate these rules may be removed. (See “About the Annual Meeting” at the end of this Proxy Statement)

Important Notice Regarding Availability of Proxy Materials

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on June 10, 2026

This Proxy Statement and the 2025 Annual Report to Shareholders are available at

http://www.hcigroup.com/2026proxymaterials/

Upon your written request, we will provide you with a copy of our 2025 Annual Report on Form 10-K, including exhibits, free of charge. Send your request to HCI Group, Inc., c/o Nat Otis, Vice President – Investor Relations, 3802 Coconut Palm Drive, Tampa, Florida 33619.


2		HCI Group, Inc. 2026 Proxy Statement

PROXY STATEMENT SUMMARY

FINANCIAL HIGHLIGHTS

2025 was a very successful year for the Company. Net premiums earned were up 21% in the year as the Company executed a policy takeout from Citizens Property Insurance Corporation assumptions in both February 2025 and October 2025 as well as annual premium retention of roughly 90%. On the profit side, the Company reported record net income of $320 million before noncontrolling interest, resulting in record diluted earnings per share for the year of $22.72. The Company continues to take advantage of lower loss ratios following significant regulatory reforms in recent years as well as lower overall expense ratios by leveraging internal technology and added scale. In 2025, the Company had its lowest gross loss ratio and net combined ratio in over a decade. Book value per share increased 90% from $42.10 per share as of December 31, 2024 to $80.13 per share as of December 31, 2025.

The Company prides itself on having a resilient business model that supports policyholders through a conservative approach to balance sheet strength and risk management while also focusing on profitable growth over the long-term to drive consistent shareholder value. As a testament to this philosophy, the Company’s return on equity (ROE) has averaged 18% over the past decade despite several named hurricanes and storms that had material impacts on our core homeowners insurance business. Additionally, the Company has been profitable in 68 of the last 73 quarters and has paid dividends in 61 consecutive quarters.

2025 was also the year that the Company monetized its internally developed software business, creating significant additional value for shareholders. As we have discussed in the past, Exzeo is our internally developed technology platform that helps property and casualty insurers more efficiently and effectively manage data, leverage analytics, quote and administer policies, manage claims, and innovate their businesses at a time when technology is advancing at a breakneck pace. After more than 12 years of development within HCI, Exzeo went public in November 2025 and is now traded on the New York Stock Exchange (NYSE) under the ticker symbol XZO. As of December 31, 2025, Exzeo was valued by the market at $2.0 billion, of which HCI owns 82.5%.

Profitable in 68 of the last 73

quarters

20%

increase in revenue,
year over year

$320 million net
income in 2025,

$22.72 diluted earnings per share

$458 million
returned to
shareholders

since inception

consecutive
quarters of
dividends

$19 million of
dividends

($1.60 per share) paid in 2025

90% increase in book value per share in 2025, from $42.10 to $80.13


HCI Group, Inc. 2026 Proxy Statement		3

SHAREHOLDER ENGAGEMENT

Each year we engage in robust and continuous dialog with our shareholders regarding various issues, including corporate governance, compensation and environmental and social matters. Over the past year, we reached out to shareholders representing approximately 72% of our outstanding common shares. Board members and/or our Investor Relations staff spoke with shareholders representing over 50% of the Company’s outstanding common stock. During these conversations, we discussed our Board composition, operational execution, corporate governance policies and executive compensation practices, as well as our policies on corporate social and environmental responsibility.

72% of outstanding shares contacted through outreach

50% of outstanding shares participated in direct dialog with HCI


4		HCI Group, Inc. 2026 Proxy Statement

SHAREHOLDER ENGAGEMENT



Focus	Topics Discussed	What We Heard	What We Did
Executive Compensation	Compensation Philosophy	Shareholders support a framework that aligns both long- and short- term compensation with the performance of the Company.	The Compensation Committee reaffirmed its commitment to maintaining a strong relationship between pay and performance and continues to evaluate structures that support this philosophy.
Corporate Governance	Board Structure	Shareholders expressed views on the structure of our Board.	We reaffirmed our view that staggered, three-year terms provide continuity and enable directors to focus as a group on the Company’s long-term performance. All directors may be removed by a vote of the shareholders at any time, without cause.
	Board Composition	Shareholders asked about the composition of our Board and its level of engagement.	HCI maintains a very diverse and active Board. In 2025, 25% of our Board was female and 50% of our Board contributes to gender or ethnic diversity. Also, in 2025 our Board met 11 times, with 7 of 8 members attending all meetings.
	Management Retention	Shareholders asked about efforts to retain certain key executives	The Company entered into a five-year employment agreement with its Chairman and CEO in April 2024. The agreement includes a long-term equity incentive with a vesting threshold of $200 per share and clawback provisions.
Environmental and Social Matters	Disclosure	Shareholders asked for an update around ESG related policies.	HCI has a dedicated webpage on the corporate website that provides robust disclosure of our ESG initiatives.


HCI Group, Inc. 2026 Proxy Statement		5

GOVERNANCE HIGHLIGHTS

We are committed to maintaining a high standard of corporate governance to support the creation of shareholder value. We have a Lead Independent Director, a Board composed of a majority of independent directors and a director share ownership requirement. The Board has a Share Ownership Policy for the Chief Executive Officer and has a Sustainability Committee to assist the Board in its oversight of environmental and social policies.

We believe that a variety of perspectives, opinions and backgrounds among Board members is important to the Board’s ability to perform its duties. Our Board is diverse in terms of gender, ethnicity, culture, education and business backgrounds, and one-half of our Board members contribute to gender or ethnic diversity.

We have a Code of Conduct to ensure that the conduct of our employees, officers and directors remains in compliance with laws, regulations and ethical principles. Employees, officers and directors are prohibited from engaging in derivative trading or hedging of our securities. We do not have a poison pill shareholder rights plan.

Our executive compensation programs are designed to align the interests of our executives with those of our shareholders through a balanced mix of cash and long-term equity-based incentives that is benchmarked against our industry peers. We have a clawback policy that provides for pay reimbursement by an executive officer under appropriate circumstances.


6		HCI Group, Inc. 2026 Proxy Statement

MATTER NO. 1 ELECTION OF DIRECTORS

Four directors are to be elected at the Annual Meeting. In accordance with the Company’s articles of incorporation, the Board of Directors is divided into three classes, each of which having as nearly equal number of directors as possible. The number of directors in any class is adjusted from time to time to maintain proportionality. All directors within a class have the same three-year term of office. The class terms expire at successive annual meetings so that each year a class of directors is elected. The current terms of director classes expire in 2026 (Class C directors), 2027 (Class A directors) and 2028 (Class B directors).

With the recommendation of the Governance and Nominating Committee, the Board of Directors has nominated the following persons to stand for election as directors at the 2026 Annual Meeting of Shareholders,

Wayne Burks

Jay Madhu

Peter Politis

Anthony Saravanos

To maintain proportionality in the number of directors assigned to the classes, Mr. Burks, if elected, will be elected and be deemed reassigned as a Class B director. His term as a director will expire in 2028. The others will be elected to three year terms expiring in 2029. Each of the nominees for election as a director has consented to serve if elected. If, as a result of circumstances not now known or foreseen, one or more of the nominees should be unavailable or unwilling to serve as a director, proxies may be voted for the election of such other persons as the Board of Directors may select. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve.

The persons named in the enclosed proxy card intend, unless otherwise directed, to vote such proxy “FOR” the election of Wayne Burks, Jay Madhu, Anthony Saravanos, and Peter Politis as Class C directors of HCI Group, Inc. The nominees receiving the four highest “FOR” vote totals will be elected as directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF EACH OF THE

NOMINEES AS DIRECTORS OF THE COMPANY — ITEM 1 ON YOUR PROXY CARD.



11 Full Board meetings in 2025	50% of the Board contributes to gender or ethnic diversity	5 of 8 directors are independent


HCI Group, Inc. 2026 Proxy Statement		7

MATTER NO. 1 ELECTION OF DIRECTORS

Board of Directors

Director

Independent

Age

Director
Since

Primary Occupation

Nominees for Election:

Wayne Burks

Yes

2013

Retired; Former Director and Chief Financial Officer, at Romark LC.

Jay Madhu

Yes

2007

President and Chief Executive Officer, Oxbridge Re Holdings Ltd.

Anthony Saravanos

2007

President, Greenleaf Capital, LLC, a subsidiary of HCI Group, Inc.

Peter Politis

Yes

2021

Real Estate lawyer and principal at Xenia Management Corporation

Continuing in Office:

Paresh Patel

2007

Chairman and Chief Executive Officer, HCI Group, Inc.

Chairman and Chief Executive Officer, Exzeo Group, Inc.

Gregory Politis

Yes

2007

President, Xenia Management Corporation

Karin Coleman

2021

Chief Operating Officer, HCI Group Inc.; President, Homeowners Choice Property & Casualty Insurance Company, and President, TypTap Insurance Company, each a subsidiary of HCI Group Inc.

Sue Watts

Yes

2019

President of Sapience Analytics Corporation

Board Committee Memberships



Director	Audit	Compensation	Governance & Nominating	Sustainability

Wayne Burks	Chair	Member

Karin Coleman				Member

Jay Madhu

Paresh Patel

Gregory Politis		Chair	Member

Peter Politis	Member

Anthony Saravanos				Chair

Sue Watts	Member		Chair

Director Tenure



Average tenure 13.2 years				Average age 63.5 years


8		HCI Group, Inc. 2026 Proxy Statement

MATTER NO. 1 ELECTION OF DIRECTORS

LOGO

Board Selection Process

In accordance with the Company’s articles of incorporation, the Board of Directors is divided into three classes. Each class consists of two, three or four directors. All directors within a class have the same three-year terms of office. The class terms expire at successive annual shareholders’ meetings so that each year one class of directors is elected at the Annual Meeting. The Board does not believe arbitrary term limits on a director’s service are appropriate, nor does it believe that directors should expect to be re-nominated upon expiration of a three-year term. Each year the Board of Directors proposes a slate of nominees for election at the Annual Meeting. Directors may be removed by shareholders at any time with or without cause.

The Governance and Nominating Committee is tasked with identifying and selecting individuals believed to be qualified as candidates to serve on the Board and recommending to the Board candidates to stand for election as directors at the Annual Meeting or, if applicable, at a special meeting of the shareholders. The Governance and Nominating Committee identifies director candidates in numerous ways. Generally, the candidates are known to and recommended by members of the Board of Directors or management. The Governance and Nominating Committee also considers director candidates recommended by shareholders. Shareholders may submit recommendations for Board nominees directly to the Board or at the Annual Meeting of Shareholders. See page 51 for information on submitting director nominations to the Board. A shareholder wishing to nominate an individual for election to the Board of Directors at the Annual Meeting rather than recommend a candidate to the Governance and Nominating Committee must comply with the advance notice requirements set forth in the Company’s bylaws, a copy of which can be found on the Company’s website, www.hcigroup.com, by selecting the “Investors” tab followed by “Governance.” Shareholders wishing to nominate an individual for election to the Board of Directors must also comply with the notice requirements of Securities and Exchange Commission Rule 14a-19(b), including a statement that the shareholder intends to solicit at least 67% of the outstanding voting shares.

Qualifications of Board Members

In selecting individuals for Board membership, the Board of Directors considers a variety of attributes, criteria and factors, including experience, skills, expertise, diversity, personal and professional integrity, character, temperament, business judgment, time availability, dedication and conflicts of interest. At a minimum, director candidates must be at least 18 years of age, have sufficient time to devote to their Board duties and have such business, financial, technological or legal experience or education to enable them to make informed decisions on behalf of the Company. A majority of the Board members must be independent, as determined by the Board of Directors, in accordance with the listing standards of the New York Stock Exchange. In general, the Board affirmatively determines whether a director has any direct or indirect material relationship with the Company. All members of the Audit Committee, Compensation Committee, and Governance and Nominating Committee must be independent, with members of the Audit Committee and the Compensation Committee meeting higher levels of independence as required by the rules of the Securities and Exchange Commission. Members of the Audit Committee must be financially literate as determined by the Board and at least one member must be an Audit Committee Financial Expert as described in the rules of the U.S. Securities and Exchange Commission.


HCI Group, Inc. 2026 Proxy Statement		9

MATTER NO. 1 ELECTION OF DIRECTORS

Diversity, Skills and Experience of Directors

Experience

& Expertise

Operations
Management
Experience

Gender/
Ethnic
Diversity

CEO
Leadership

Industry
Background*

Public
Company
Board
Service

Financial
Experience

Paresh Patel

✓

Anthony Saravanos

✓

Karin Coleman

✓

Wayne Burks

✓

Jay Madhu

✓

Gregory Politis

✓

Sue Watts

✓

Peter Politis

✓

*Includes experience in the areas of insurance, technology and real estate.

Diversity and Board Tenure

Board tenure diversity is also important as we seek to achieve an appropriate balance of years of service among Board members. Our senior directors have deep knowledge of our Company and business operations, while new directors provide fresh perspectives. Our current Board of Directors has an average tenure of 13.2 years.

Arrangements as to Selection and Nomination of Directors

We are not aware of any arrangements as to the selection and nomination of directors.

Independent Directors

Based upon recommendations of our Governance and Nominating Committee, the Board of Directors has determined that current directors Gregory Politis, Wayne Burks, Jay Madhu, Sue Watts, and Peter Politis are “independent directors” meeting the independence tests set forth in Section 303A.02 of the New York Stock Exchange Listing Manual, including having no material relationship with the Company either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. In the case of Gregory Politis and Peter Politis, the Board considered their father-son relationship and determined no impediments to independent service existed.

Director Election Results

At our 2025 Annual Meeting of Shareholders, Paresh Patel and Gregory Politis were re-elected to the Board with vote totals detailed below.


	2025
Director Nominee	For	Withheld

Paresh Patel	98.1%	1.9%

Gregory Politis	97.2%	2.8%


10		HCI Group, Inc. 2026 Proxy Statement

MATTER NO. 1 ELECTION OF DIRECTORS

Biographies of Directors Standing for Election (Class C)*



Wayne Burks

Wayne Burks, age 78, has been a director of our company since June 2013. From October 2019 to June 2021, Mr. Burks served as a director and chair of the Audit Committee for Romark LC, which is a vertically integrated multinational biopharmaceutical company, headquartered in Tampa, Florida. From 2016 until his retirement in July 2019, he served as Romark’s Vice President and Chief Financial Officer. From April 2012 to June 2016, he served as a director and the Chief Financial Officer for WRB Enterprises, Inc., a Tampa, Florida based holding company with investments in Caribbean electric utilities, renewable energy development, cable television, real estate and financial institutions. From July 2010 to April 2012, he was a principal of Sterling Financial Consulting where he provided financial and operational consulting services for privately held and pre-initial public offering stage companies. From December 2008 to June 2010, Mr. Burks served as Chief Financial Officer of Prepared Holdings, LLC, a Florida-based insurance holding company. Mr. Burks is a certified public accountant (inactive license). He is a former audit partner of Coopers & Lybrand, where he performed auditing services approximately 23 years. None of the foregoing companies is an affiliate of HCI Group, Inc. Mr. Burks earned a Bachelor of Science degree in accounting and business administration at Troy University in Alabama. Skills/Qualifications: Mr. Burks brings considerable business, accounting and financial experience to the Board of Directors. We believe his knowledge and experience as the Chief Financial Officer of a homeowners’ insurance company and as an auditor and his ability to analyze financial information enhances the board’s oversight of the company’s business operations, its financial disclosure, its external auditors and the effectiveness of its internal controls. Mr. Burks serves as chairman of the company’s audit committee and has been identified by the board of directors as an audit committee financial expert.				Independent Committees: - Audit (Chair) - Compensation

*	If Mr. Wayne Burks is elected, he will be immediately reassigned to Class B so as to maintain proportionality in the number of directors in each class as required by the Company’s Articles of Incorporation. His term as a director will then expire in 2028.


HCI Group, Inc. 2026 Proxy Statement		11

MATTER NO. 1 ELECTION OF DIRECTORS



Jay Madhu

Jay Madhu, age 59, has served as a director of the Company since May 2007. Mr. Madhu has also served in various other capacities at the Company. From 2008 to 2011, he served as Vice-President of Marketing. From 2008 to 2013, he served as Director of Investor Relations. From 2011 to 2013, he served as President of the Company’s Real Estate Division. Since 2013, Mr. Madhu has served as President and Chief Executive Officer of Oxbridge Re Holdings Limited, a Nasdaq-listed reinsurance holding company based in the Cayman Islands, and has served as Chairman of its Board of Directors since March 2018. In addition, he oversees SurancePlus, Oxbridge’s platform focused on the tokenization of reinsurance risk as part of its broader real-world asset (RWA) strategy, with securities issued on blockchain platforms such as Avalanche and Solana. From 2012 to 2014, he served on the Board of Directors of Wheeler Real Estate Investment Trust, Inc., a Nasdaq-listed real estate investment trust, and in 2013, he served as a director of First Home Bank in Seminole, Florida. Mr. Madhu has extensive experience in real estate and mortgage finance. He has been President of 5th Avenue Group LC since 2002, President of Forrest Terrace LC since 1999, and President of The Mortgage Corporation Network since 1996. Earlier in his career, he served as Vice President of the Mortgage Division at First Trust Mortgage & Finance (1994–1996), Vice President of the Residential First Mortgage Division at Continental Management Associates Limited, Inc. (1993–1994), and President of S&S Development, Inc. (1991–1993). None of these entities is an affiliate of HCI Group, Inc. Mr. Madhu attended Northwest Missouri State University, where he studied marketing and management. Skills/Qualifications: Mr. Madhu brings significant experience in reinsurance, business, marketing, real estate, and mortgage finance to the Board of Directors. He also has experience in the development of real-world asset (RWA) strategies, including the tokenization of reinsurance risk. His real estate and mortgage finance background is particularly relevant as the Company evaluates and executes on real estate investments. Mr. Madhu also maintains a substantial personal investment in the Company.				Independent Other Public Company Boards: - Oxbridge Re Holdings Ltd.


12		HCI Group, Inc. 2026 Proxy Statement

MATTER NO. 1 ELECTION OF DIRECTORS



Anthony Saravanos

Anthony S

By Internet

www.proxyvote.com

Call the phone number

listed on your proxy card

Follow the instructions

on your proxy card

Vote by ballot at

our Annual Meeting

SEC Form DEF 14A filed by HCI Group Inc.